First Amendment to the Credit Agreement



 Exhibit 10.2 
 Execution Copy 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT (this “Amendment”) dated as of May 30, 2008 to the Credit Agreement referenced below is by and among
PERKINELMER, INC., a Massachusetts corporation (the “Company”), WALLAC OY, a company organized under the laws of Finland (the “Finnish Borrower”), certain other Subsidiaries of the Company party
hereto (together with the Finnish Borrower, the “Designated Borrowers”; and, together with the Company, the “Borrowers” and each a “Borrower”), each lender party hereto (collectively, the
“Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 W I T N E S S E T H 
 WHEREAS, a $650 million revolving credit facility has been established in favor of the
Borrowers pursuant to the terms of that Amended and Restated Credit Agreement dated as of August 13, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”) among the Borrowers, the
Lenders identified therein, and the Administrative Agent; 
 WHEREAS, the Borrowers have requested that the Lenders amend the Credit
Agreement to modify certain provisions contained therein; and 
 WHEREAS, the Required Lenders have agreed to amend the Credit Agreement on
the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms.
Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2.
Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, as of the date hereof the Credit Agreement is hereby amended to add the following parenthetical immediately after the phrase “event
occurs” in clause (i)(B) of Section 8.01 (e): 
 “(other than a disposition of assets whereby the Company elects to prepay
Senior Debt (as defined in that certain Note Purchase Agreement dated as of May 30, 2008 between the Company and the Purchasers party thereto (the “Note Purchase Agreement”)) pursuant to Section 10.6 of the Note Purchase
Agreement, and any required offer to prepay the Notes (as defined in the Note Purchase Agreement) pursuant to Sections 8.6 and 10.6 of the Note Purchase Agreement and prepayment of such Notes or of any other Senior Debt made in accordance therewith,
so long as (i) the Borrowers prepay outstanding Committed Loans (with the related Commitments reduced 








 
in the amount of any such prepayment) contemporaneously with such Notes and other Senior Debt in an amount which at least equals a Pro Rata Share, regardless
of whether or not the holders of the Notes actually require prepayment of their Notes and (ii) the Company complies with the offer and prepayment requirements set forth in Section 8.6 of the Note Purchase Agreement; for purposes hereof,
“Pro Rata Share” shall mean, as of any date of determination, an amount equal to the product of (a) the net proceeds from a sale of assets being applied to the payment or prepayment of Senior Debt pursuant to
Section 10.6(b) of the Note Purchase Agreement multiplied by (b) a fraction, the numerator of which is the aggregate outstanding principal amount of the Committed Loans and the denominator of which is the aggregate outstanding principal
amount of all Senior Debt)” 
 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt
by the Administrative Agent of the following: 
 (a) counterparts of this Amendment duly executed by the Borrowers and the
Required Lenders; and 
 (b) the reasonable fees and expenses of Moore & Van Allen PLLC, of counsel to the
Administrative Agent. 
 4. Representations and Warranties. Each of the Borrowers hereby represents and warrants that (a) it has
the requisite corporate power and authority to execute, deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by all necessary corporate action to, execute, deliver and perform this Amendment, (c) no
consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by it of this Amendment,
(d) the execution, delivery and performance by it of this Amendment do not and will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of either
Borrower or any of their Subsidiaries or any indenture or other material agreement or instrument to which any such Person is a party or by which any of its properties may be bound or the approval of any Governmental Authority relating to such
Person, (e) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those which expressly
relate to an earlier date) and (f) after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement on and as of the date hereof or will occur as a result of the transactions contemplated hereby.

 5. No Other Changes; Ratification. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement
(including schedules and exhibits thereto) and the other Loan Documents shall remain in full force and effect. The term “this Agreement” or “Credit Agreement” and all similar references as used in each of the Loan Documents shall
hereafter mean the Credit Agreement as amended by this Amendment. Except as herein specifically agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 
  

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 6. Costs and Expenses. The Company agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen PLLC, of counsel to the Administrative Agent. 

7. Counterparts; Facsimile; Email. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopy or email (in PDF format) by any
party hereto shall be effective as such party’s original executed counterpart. 
 8. Governing Law. This Amendment shall be
deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. 
 9.
Entirety. This Amendment and the other Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. This Amendment and the other Loan
Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no oral agreements between the parties. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written. 
  

							
	BORROWERS:	 		 	PERKINELMER, INC.
				
		 		 	By:	 	 /s/ Steven Delahunt

		 		 	Name:	 	Steven Delahunt
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	WALLAC OY
				
		 		 	By:	 	 /s/ John L. Healy

		 		 	Name:	 	John L. Healy
		 		 	Title:	 	Attorney-in-Fact

  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A., as Administrative Agent
				
		 		 	By:	 	 /s/ Anthea DelBianco

		 		 	Name:	 	Anthea DelBianco
		 		 	Title:	 	Vice President

  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









							
	LENDERS:	 		 	BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and as L/C Issuer
				
		 		 	By:	 	 /s/ Zubin R. Shroff

		 		 	Name:	 	Zubin R. Shroff
		 		 	Title:	 	Vice President

  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Allen Fisher

	Name:	 	Allen Fisher
	Title:	 	Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Thomas Engels

	Name:	 	Thomas Engels
	Title:	 	Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
		
	By:	 	 /s/ Frederick W. Laird

	Name:	 	Frederick W. Laird
	Title:	 	Managing Director


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	ABN AMRO BANK, N.V., as a Lender
		
	By:	 	 /s/ Alex Blodi

	Name:	 	Alex Blodi
	Title:	 	Managing Director
		
	By:	 	 /s/ Tim Khisameyev

	Name:	 	Tim Khisameyev
	Title:	 	Associate


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	MERRILL LYNCH BANK USA, as a Lender
		
	By:	 	 /s/ Louis Alder

	Name:	 	Louis Alder
	Title:	 	First Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	SOCIETE GENERALE, as a Lender
		
	By:	 	 /s/ Anne-Marie Dumortier

	Name:	 	Anne-Marie Dumortier
	Title:	 	Director


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	 /s/ Scott MacVicar

		 	Scott MacVicar
		 	Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Alicia Borys

	Name:	 	Alicia Borys
	Title:	 	Manager


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	WILLIAM STREET COMMITMENT CORPORATION, as a Lender
		
	By:	 	 /s/ Mark Walton

	Name:	 	Mark Walton
	Title:	 	Assistant Vice-President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Doreen M. Fritz

	Name:	 	Doreen M. Fritz
	Title:	 	Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Henrik M. Steffensen

	Name:	 	Henrik M. Steffensen
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Leena Parker

	Name:	 	Leena Parker
	Title:	 	Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	WILLIAM STREET LLC, as a Lender
		
	By:	 	 /s/ Mark Walton

	Name:	 	Mark Walton
	Title:	 	Authorized Signatory


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Christopher T. Kordes

	Name:	 	Christopher T. Kordes
	Title:	 	Senior Vice President


  

 PERKINELMER, INC. 
 FIRST AMENDMENT TO CREDIT AGREEMENT